Friday, November 1, 2024

The Life of Lee: The True Story of a Nasdaq Folk Hero – Life Is a Comedy to Those Who Think, A Tr

Eight years ago, Lee Bulleri was given two months to live. The doctors diagnosed stomach cancer. Bulleri was scared.

"They took out most of my stomach and my esophagus and I went from 220 pounds to 130 pounds in body weight," recalled Bulleri, the 56-year-old head and an over-the-counter trader at Sherwood Securities in Chicago.

Two nights before he was wheeled into surgery, Bulleri was at home in bed, cursing and swearing like a madman.

"I couldn't even swallow water. I was lying awake in the dark. I was talking aloud to God using a lot of four-letter words. This was going on for about an hour or so and my wife Patricia walked by and said, Lee who are you talking to'?

"I am talking to God, I am praying,' and she said, What, with that mouth of yours, you are talking to God?' I said, I am praying and if he doesn't know me by now, the last thing I want to do is tee him off.'"

"I asked God, Do I have to die and how do I die?' I said, I really don't want to die, I want some reason to live and to survive.'"

Bulleri paused for reflection. "Now God works in mysterious ways, as you know. I have this friend, Arnold Greenberg, a nice Jewish boy who worked in Denver for Sherwood before he recently retired. He's a little offbeat like myself, wears jeans and has a ponytail. His wife is an holistic nurse."

"Anyway, the next morning, the bell rings and a book is delivered, Getting Well Again [by O. Carl Simonton M.D. and Stephanie Mathew Simonton, Bantam Books] along with a tape on meditation sent by Arnold Greenberg. I read the book and listened to the tape. That night was the first night in weeks I slept without tossing and turning."

Bulleri had found hope.

Beating back cancer for 12 months, Bulleri was on sick leave from the Chicago Corporation (now part of ABN AMRO) where he ran the desk, handling orders routed by Sherwood in New York.

But he said something inexplicably mysterious saved his life.

His friends were dumbfounded. "I honestly think, given what Lee went through, another man would have crumbled and died," said Bill Black, a sales manager at Troster Singer in New York, and a friend of Bulleri's. "Lee is a very very powerful man. He has tremendous internal fortitude. He rose like the Phoenix from the ashes." Bulleri himself provides no rational explanation, but recalled facing the doctors when they told him he had perhaps a 20-percent chance of survival. "I have never done things like normal people," Bulleri said, "so why do you think I am going to sit down and die? I was obstinate."

Later, Bulleri, who likes a pint, was visiting a pub and saw a sign that said Good Patients Never Leave The Hospital Alive. The rest of the story is predictable. "I cursed the nurses, I cursed the doctors, I cursed the surgeons going in for my experimental treatments. A few months went by, then eight months, and I was down to 100 pounds and had tubes in me, and was as bald as a cueball, and I asked the doctors, What should I do?' And they said, Do what you did before you were sick.' So I realized they were not as smart as they thought they were."

Bulleri made a full recovery, gained weight and started living life again as the fun-loving sales trader with a new purpose in life. He calls it present moment awareness. Helping out a buddy. Living for today. Pressed, Bulleri says he mails self-help books to buddies and to strangers he meets at airports.

"He's probably the only person in the industry that does things for people that have nothing to do with business," said a friend of Bulleri's, Dennis Green, head of Nasdaq trading at Legg Mason Wood Walker in Baltimore. "That's really a rare quality."

This is the story about an Italian-American from the Southwest Side of Chicago, the son of hard-working immigrant Ottavio Bulleri, the youngest and eighth son of 11 children, who left the family farm outside Buenos Aires searching for a better material life in the Windy City. Ottavio, an Italian name, which translated, literally means the eighth son, died when Lee was 15.

But the old man would be proud of his only child, Lee. The younger Bulleri has status and made money on Wall Street. Even so, his friends say he still remains the unconventional Bulleri who wears cowboy boots everywhere, celebrates a 49th birthday each year either at the Brehon Pub or Erie Cafe in Chicago (the real one was bleak), frowns on computers, loves practical jokes and imagines himself as a benevolent gunslinger in the old Wild West. Bulleri is one of the most loved and popular people in Nasdaq trading. "My wife says to me, You may be getting chronologically older, but you refuse to mature,'" Bulleri howled.

Above all, Bulleri has a reputation for integrity. He says he built loyalty among Sherwood customers, promising and delivering the best bid and asked prices available when customers send their orders. "You don't hurt your buddies," he said. Sure, there is nothing wrong with payment for order flow, but he himself lets the Sherwood desk in New Jersey pick up that business.

"If you don't have integrity in your personal life, you can't come sit on a trading desk," said Bulleri, curving his thumbs behind the cowboy-size belt that hitches up his slacks, his fingers fidgeting the letters OTC stamped across the buckle.

"If you are a screaming jock with no ethics," he added, "you don't belong in the business. You may be profitable on individual trades for a year or so, but by the time your reputation has gotten around, nobody will do business with you."

"To know him is to love him," said Cindy Abbot, one of three people who work with Bulleri on the Chicago desk. (The other is Lynn Hagland.) "He gets a little carried away at times but he means well. He tells it like it is and people respect him for that."

Bulleri studied language, journalism and broadcasting but never really hit the books in college. He even played drums in a jazz band and worked in restaurants, bars, the dry-cleaning business, and on some nights only caught two-hour naps. He was in active service for one year in the U.S. Marines.

Bulleri says he might have become a truck driver but for a harmless penchant, gambling on baseball and football games. You see, the restaurant run by his stepfather, Alfredo Federighi he died in 1969 was a popular watering hole for traders from the Chicago office of a now defunct over-the-counter firm named New York Hanseatic.

"One of the traders said I should become a trader, and I looked at him and said, I don't know anything about trading,' and he said, Do you know anything about money? You're whipping my butt on the baseball.'"

Thus began Bulleri's first introduction to life on Wall Street. His break came in 1966 on the desk at New York Hanseatic's Chicago desk, followed six years later on the local over-the-counter desk of the since shuttered Drexhell Burnham Lambert. He later joined the desk at Chicago Corporation, handling the Sherwood order flow. The business was subsequently handled directly by Sherwood out of the same floor space headed by Bulleri. His son, Roy has followed him, trading at EVEREN Securities in Chicago.

Growing up in a close-knit, strongly Italian-American neighborhood, so close that people literally brushed each other praying in tiny St. Michael's Roman Catholic Church (which only had seating for 100 souls), you saw up close the lies and character in people's eyes. The neighborhood was a series of small stores.

Lee Bulleri's dad, Ottavio, first worked in a restaurant operated by his wife's mother, Margaretta Sibaldi, and later opened up his own restaurant and a small frozen ravioli company in Chicago. His mother Justine, in her 80s and hale and hearty, ran a dry cleaners, and still goes to work at the same building where she now runs a tailor shop. (Margaretta Sibaldi died in 1944 and her husband Angelo lived until 1988, to the ripe old age of 100.)

"What I remember most is sitting down to eat dinner at the dry cleaners, and five or six people walk in and Dad would invite them to sit eat with us," Bulleri recalled. "It was very neighborly."

Bulleri remembers attending his first cocktail party hosted by the Security Traders Association of New York. A guy introduced himself as the man at Merrill Lynch & Co. who crossed 100,000 shares that day.

"I said, Jeez, I just work on the desk at New York Hanseatic writing up tickets. It's a pleasure to meet you sir.' And he said, One of these days, you'll do 100,000 shares'. So I am talking to this guy for 20 minutes and my boss comes over and says, Why are you talking to that smuck for? That smuck is no big trader at Merrill, he's a wire operator.'"

Bulleri's upbringing on the Southwest Side of Chicago did not prepare him for over-sized egos, and his STANY encounter taught him a valuable lesson.

Bulleri first started trading on the predecessor market to Nasdaq: the original OTC market where technology was mostly telephones and quote terminals. Nasdaq was established in 1972. Perhaps that start explains why Bulleri is no fan of computers (though he is no Luddite, and he does think some computing is necessary).

"In those days, you didn't see the whole market. You called up three desks to get an inside market, but being a sophisticated trader you usually knew what the market was anyway," Bulleri explained.

The sheer nature of this hands-on marketplace fostered some clubby relationships (though regulators would later claim some of these relationship were too close for investor comfort). Information was sometimes traded over bottles of beer.

Bulleri described the environment. "After the market closed, all the traders would meet at the bar and one of them would say, Hey, there are buyers out on XYZ stock' he wouldn't know how many or how much they were buying and I'd say, A buyer lifted me in that stock and I ended up shorting some for him and now I've lost my position.'"

After work, Bulleri knew how to blow off steam. Once he and some friends hijacked an off-duty cabby because they wanted to travel cross-town in a hurry. Fortunately, the cabby had a sense of humor. "We paid him the correct fare, and we drove him with us to the party," Bulleri said.

Another time, Bulleri went buying martial arts gear in Chicago's Chinatown for Bill Black. Black vividly remembers the episode. "He put this guy on the phone to me who spoke in a Cantonese dialect and had very poor English. But by the time Leroy had done with him, he was speaking like an Italian-American."

Success hasn't changed Bulleri. He has the common touch. Last month, he put down 120 mail-order plants in his Chicago suburban garden. In Florida, where he maintains a home in Fort Meyers on the Gulf Coast, neighbors sometimes confuse him for a caretaker because he is constantly dressed in duds, his head covered by a bandanna pottering about the garden.

Bulleri is full of common sense, his friends say. Asked a question about changes in the equity markets and he responds that if market makers put their capital at risk then there must be an incentive for them. That incentive is being squeezed because of narrowing spreads.

Bulleri gives this story. "I was in a bar and told this trader to stand at attention with his hands at his side. Now I took my finger and pushed him a little, and he was off-balance.

"So I said, Spread your legs a bit, I mean just a bit, maybe even six inches.' So he spread his legs and I poked him and I couldn't budge him. I said, You see the difference? We are not talking about a big spread but enough to support your balance and weight.'"

Bulleri is not always that serious about matters. The secret to long life, he says, is laughter and not waiting until retirement to "goof off."

"You goof off along the road, hop into pubs and have a pint or two along the way," he said, and he is making no apologies.

The Fall of Peregrine: A Wall Street War Story How the Indonesian Currency Crisis Toppled a Giant

Late last summer, analysts were high on Peregrine Investment Holdings, a ten-year-old investment bank that grew from a specialized company to one of Asia's top stock underwriters and equity brokerages.

Anne Gardini, head of research at ABN AMRO Hoare Govett Asia in Hong Kong, noted that the firm was trading at 9.3 times forecasted 1997 earnings.

The Wall Street Journal wrote: "The surge in Hong Kong and Chinese stocks has some analysts and investors figuring that the Chinese year of the ox may be the year of the bull market for Peregrine Investments Holdings."

Earlier in the summer, Mark G. Holowesko, president and chief investment officer of the venerable Templeton Global Equity Group, topped up his holdings in Peregrine stock, prompted by the firm's "fantastic job" of building China-related business. Then the bottom fell out.

The Real Story

On a cold night in early February, Gary Greenberg, the defunct Peregrine's former chief investment officer, shared with Traders Magazine the real story behind Peregrine's collapse in a telephone interview from his home in Hong Kong:

"What happened to Peregrine? Peregrine blew up because it was not able to manage the transition from the old world of broking to the new world, from the club system to the corporate system of financial services," Greenberg said, between coaching his son in Super Mario Brothers (the popular children's video game).

Peregrine apparently had the dubious distinction of being entrenched in the big stakes game played by the more entrenched big boys of brokerage without really "belonging," Greenberg said.

"Peregrine was only able to compete within the new, much tougher environment by taking risks that others were hesitant to take. That's one aspect," he added.

One U.S.-based trader familiar with Peregrine's business agreed. Steven Klein, director of global equity trading at American Century in Kansas City, said Peregrine had to be a risk taker to compete with other major Asian outfits.

"As it ratcheted up successes in those last 18 months or two years that they were really flying, it became very public, very prominent," Klein said. "It was a heavily competitive global environment for a firm the size of Peregrine."

Klein described American Century's relationship with Peregrine as "lengthy and strong," dating back to Peregrine's infancy. American Century executed equity business with Peregrine's brokerage arm in Asia.

Initially, the fund dealt with them directly through Peregrine's traders in New York, and then, after American Century opened its Singapore office, it dealt through Peregrine in Hong Kong.

Klein says Peregrine had about half-a-dozen sales traders in the Hong Kong office. "It was a significant operation, one of the very largest brokers in that region," he said.

As negative rumors started to swirl last fall around many firms based in Asia, Klein was hopeful that Peregrine would escape unscathed.

"We had been dealing with them within a week or two of when the disaster befell them," he said. "Only the week before, a persistent story began to develop that had credibility."

American Century immediately bowed out of its relationship with Peregrine for fiduciary reasons. When the crash came, American Century had no exposure to Peregrine.

"Rumors were that it had a really significant exposure in the Indonesian capital markets, which it had hoped to move out of very quickly, but got stuck," Klein said, adding that he never did learn the full story.

A Flat Organization

Greenberg knows what happened. "The Merrill Lynchs and the Goldman Sachs are just more conservative [than Peregrine]," he said. "They have higher risk control, more layers of management. That's such a buzz word. Today, everybody's looking for firms that are entrepreneurial,' that don't have a lot of layers. Well, Peregrine was the ultimate in that a flat organization with very few layers of management. And, the problem is that if you allow inexperienced people to rise too quickly, you get into trouble.

"So what happened at Peregrine was an inexperienced person rose to very near the top of the organization, relatively quickly. Well, I don't know how quickly. I don't know exactly how old Andre Lee is, probably in his mid-thirties, young thirties. But Lee did not have a lot of experience in managing."

As Greenberg tells it, Lee went from trading at investment-banking giant Lehman Brothers to global head of fixed income at Peregrine. "And pretty soon Lee had 240 people reporting to him, and he in turn reported to the chairman of the company [Peregrine]," Greenberg said. "All of a sudden, he went from ten layers over him at Lehman to only one at Peregrine, which apparently was perhaps too lean and mean. In retrospect, it was anorexic. So there just weren't enough layers in management."

Traders Magazine spoke with several people answering the phone at Peregrine's office in Hong Kong, and another person in the former British colony, working out of the office of Peregrine's liquidator, Price Waterhouse. They were not able to locate Andre Lee for comment.

Press Accounts

According to press accounts, Peregrine went under because of a large loan, of which John Lee [no relation to Andre Lee], Peregrine's risk controller, was not aware. The recipient was Steady Safe, an Indonesian transportation company. The company was said to be well-connected with Indonesia's power elite, including one of President Suharto's daughters.

Even with the crisis in Asia, the loan wouldn't have looked so bad back then. "This was last summer, and the thinking was that Thailand had problems, Malaysia had problems, but Indonesia really was a better-managed economy," Greenberg said.

He recalled: "Peregrine, which had successfully avoided the Thai and Korean meltdowns, was feeling pretty clever and was sure that Indonesia didn't represent the same kind of risk." John Lee apparently knew there was exposure to Indonesia, but didn't appreciate the size of it until it was too late, because it was being written "in dribs and drabs," Greenberg said.

"At the peak, $250 million was outstanding to Steady Safe, representing at one point approximately 28 percent of Peregrine's capital of $850 million in equity. Not really good risk control," Greenberg said. He said no one would have approved the loan if it was more transparent to upper management. But it happened "two million here and two million there" coming out of Andre Lee's fixed-income department. [The loan was backed by bonds.] "So, the controller was out of the loop," Greenberg said.

Of course, the loan, believed to have been made in August, preceded the Asian currency meltdown over September and October, during which the exchange rate of the Indonesian rupiah plummeted from 2,300 rupiah to 16,000 rupiah for one U.S. dollar.

"It was pretty unbelievable," Greenberg recalled. "You don't normally have currencies that drop 90 percent. So that pretty much destroyed the company."

Greenberg said there was a lot of other Indonesian paper on the books besides that loan. The debacle of the $250 million loan to Steady Safe must be seen, however, in this context: the huge dive in the lender's assets on paper as the rupiah took its unmerciful plunge. Greenberg gave this explanation.

"Think in terms of a balance sheet," he said. "The assets stay in the local currency and the liabilities in the foreign currency. So your assets shrink, in dollar terms, while your liabilities stay the same.

"Consequently, what happened to all Indonesian companies with dollar debt, was this: though they looked good before the devaluation, they were effectively bankrupted after the currency crisis. So all of corporate Indonesia effectively went bankrupt.

"Peregrine, which had a good amount of exposure to Indonesian corporate paper, was unable to get its banks to rollover their lines [of credit] to the company."

Leverage

Ironically, Peregrine was not heavily leveraged, compared to most American investment banks. But given the crisis of confidence and, perhaps most critically, the lack of deep-rooted relationships with their lending banks (First National Bank of Chicago, a unit of First Chicago NBD Chicago reportedly was the first to pull the plug) the combination spelled disaster.

The next move? A white knight. There were rumors that the Bank of China was willing to step in and that Peregrine chairman and co-founder Philip Tose nixed it in favor of a more blue-chip investor, namely Switzerland's Zurich Insurance Company.

Greenberg declined to comment. But he did say that Zurich was just about to make the deal when some of the lenders decided not to rollover their loans and the deal fell through, forcing Peregrine into liquidation. The Hong Kong and China Equity Team was sold to Banc Nationale de Paris and the remainder of the equity team was sold to Banco Santander, in Spain.

If there was a defining moment for Greenberg, it was on that Friday morning in January when he arrived at his office and heard that the Zurich deal collapsed at 5:30 a.m.

"Everybody sort of went numb," he said, "because they all expected the Zurich deal would succeed. No one told anyone typical mushroom management. However, we heard through rumors that things had not gone well. By 6:30 p.m. that evening, the call came from the chairman that we were going into default.

"Actually, I was summoned to a last-minute meeting prior to that on that same day, with a large U.S. institution, a prospective white knight to try to pull us out. But they weren't prepared to make such a big decision within six or eight hours."

Eventually, Greenberg accepted an offer from one of Peregrine's larger clients, Van Eck Global. He's joining Van Eck as managing director of Van Eck Global Asia and chief investment officer of its affiliated international equities business. The new post will see him move back to New York by year's end after a nine-year absence. Greenberg, who hails from Chicago's South Side, is happy again. "I'm going back to my roots. And, yes, you should get me a beer at Harry's in Hanover Square [in lower Manhattan] get me several," he said.

Brass Marbles, Greed and Fear and Connections

Peregrine Investment Holdings was once one of Asia's largest investment banks. And boy was it ruthless.

Peregrine cultivated an unforgettable reputation as a financial warmonger. It was, in the words of a New York Times reporter, a swashbuckling symbol of Asia's boom in the 1990s.

Pushy and Competitive

Founded in 1988 by a brash former British Formula 3 race-car driver, Philip Tose, and billionaire property developer Li Ka-Shing, the Hong Kong-based company pushed its 2,100 staffers worldwide to be competitive. Tose said he made Peregrine the company people loved to hate. Peregrine's weekly analytical reports were titled Greed and Fear.

That visible pushiness, however, helped to vault Peregrine to the very top, making it Asia's biggest underwriter of stocks, with 33 offices in 15 Asian countries and other major global centers.

Tose and his team at Peregrine's headoffices in Hong Kong stood out in the crowd of stiff upper-lipped and tradition-obsessed financiers in the former British colony.

Corruption

But Peregrine's culture did mirror contemporary Asian standards. Its relentless pursuit of deals, its wining and dining of well-connected government officials, and its ability to skirt the boundaries of securities law, reflected the region's unprecedented growth and its acceptance of fraud and corruption.

Alas, Peregrine's connections were not as entrenched as other bigger players, and that, observers say, contributed to its sudden demise. Still, Peregrine's brass marbles were as large as its lifestyle. It paid its top staff some of Asia's largest salaries, and chauffeured executives from their homes to the office in gleaming Rolls Royces.

Peregrine was practically an Asian company. But it did have a small U.S. presence. Peregrine Asset Management (USA), a San Francisco-based U.S. subsidiary, managed one mutual fund and was co-manager on several similar portfolios. Peregrine Asia Pacific Growth Fund had about $14 million in assets.

William Hortz, the former president of Peregrine Asset Management (USA), said in an interview earlier this year that it did not suffer the same financial problems as its parent. At the same time, a sale of the fund to another U.S. money manager was being negotiated.

Hubris

In the end, Peregrine became a victim of its own sense of hubris, one Hong Kong trader maintained, collapsing spectacularly overnight as the Indonesian rupiah pounded Peregrine's capital and almost guaranteed that it will never recover the full $400 million it loaned to companies in Indonesia. That money includes Peregrine's biggest loan, $260 million given to the ironically-named Steady Safe.

Back in August, Peregrine's own research report argued that the rupiah's dips were not alarming. They "certainly look overdone and suggest a countertrend may be overdue," the report said.

Block Trading… After All These Years

John C. Gleason began his Wall Street career on the sellside, 36 years ago. He traded for now-defunct Laird Bissell & Meeds in Wilmington, Del., then a part of Dean Witter. One of the firm's first block traders, Gleason shopped orders over the telephone, trying to unload large positions.

"When I was on the sellside, a big block of stock was 10,000 shares," Gleason recalled. "Now, desks don't waste their time with orders that small. Volume has skyrocketed."

"After a while," Gleason added, "smiling and dialing got pretty old for me. I didn't like blindly trying to sell big blocks. I eventually needed to get off of the sellside."

So after 15 years of block trading at Laird Bissell & Meeds, Gleason took a post heading up the buy-side desk at the Wilmington Trust Co. across town. He is still head of the equity desk 21 years later.

"Block trading today is a lot different than it was when I started," Gleason said. "Blocks are all done electronically, and with ECNs [electronic communications networks] and third-market firms, there are so many newer places to bring business."

Trading for 28 portfolio managers with more than $116 billion in trust accounts and assets under management Gleason is still trading big blocks of stock.

A large bank with customers in all 50 states and 13 foreign countries, Wilmington has the 12th largest personal-trust department in the U.S. Of the banks $116 billion under management, $27.4 billion is invested in equities.

His desk, which includes two other traders, handles between 200 and 300 trades each day. While the desk regularly executes small orders, it more often handles trade sizes of more than a hundred thousand shares.

Gleason tries to limit the broker dealers he actively works with to about ten, forging a strong relationship with those firms. "We try to keep our list down rather than shotgunning orders all over the place," he explained. "You get more bang for your buck that way. Every one of those brokers will get a decent clip of our orders."

Of the investment products handled by Wilmington portfolio managers, small-cap funds usually require more effort on the desk.

Gleason said block orders in larger, more liquid stocks are executed in a matter of seconds. But an illiquid small-cap block can sit on the desk for a week.

Gleason added that a block order in a smaller stock tends to impact the market immediately. Figuring out how that stock trades, he can advise his portfolio managers to hold the position long enough for that stock's price to stabilize.

"When I started in this business, over-the-counter trades were unusual," Gleason said. "Now, Nasdaq has become incredibly prominent, and we are trading more small-cap stocks. You have to constantly learn how to trade different products."

Gleason is fascinated by how much learning is still involved in his approach to trading. He regularly attends industry forums and seminars, and subscribes to a number of Wall Street publications. "You can't be caught in the lurch on new developments," he said. "You need training to stay on top of everything."

Challenged by his transition to the buyside, Gleason was trained by his predecessor at Wilmington before fully taking control of the desk. He finds that many younger professionals in the industry lack proper training in their positions.

"Firms are throwing kids into spots without real training because business is so heavy," he said. "And I think more young people are surging into the market than ever before."

Gleason blames the surging bull market for the lack of training for younger professionals. With business growing so rapidly, firms need to fill positions with employees before they can be properly trained.

"My generation of traders were thinned out because I worked through a bear market," Gleason added. "This market is attracting kids in droves, and firms are plugging them into positions before they are really ready."

A battle-hardened veteran of the equity markets, Gleason is still enjoying himself and learning about the business. And with his youngest son still in college, he doesn't plan on retiring any time soon.

He still lives in Wilmington with his wife of 30 years the two have four adult children just a 20-minute walk from his office.

"This is a large organization, but everyone from the chairman on down the line is accessible," he said. "There is a corporate feel to the bank because we're so large, but the bank is big on building a community feel to our operations. I'm happy here on the buyside."

At Deadline – Amex Partner

Many traders were stunned by media reports on Thursday, March 12. The National Association of Securities Dealer and the American Stock Exchange reportedly were discussing a merger. "I was working out when I heard the news," said Michael Barone, head of Nasdaq trading at William Blair & Company in Chicago. "It was a real surprise."

"I nearly doubled over in laughter," added Tony Broy, president of Hill, Thomson Magid & Co. in Jersey City. "Unbelievable is the word." But Nasdaq and Amex traders stressed that a merger could be an opportunity for Nasdaq to finally overtake the New York Stock Exchange as the world's largest stock market. Moreover, Nasdaq and Amex traders said a deal would lead to reduced overhead costs and, above all, more order flow.

"It's the best thing that has happened here in years," said Howard Lasher, a trader on the floor of the Amex. "I think the long-term ramifications are extremely beneficial." Broy, however, did have some reservations. "If the NASD becomes enamored of its own manure and becomes even less responsive to its Nasdaq members, then a merger is a bad thing."

At Deadline – Next Nasdaq

Despite market-maker opposition, the National Association of Securities Dealers has not backed away from a consolidated, or central limit-order book, the centerpiece of its proposed trading facility. The new integrated Nasdaq order-delivery and execution system moved a step closer to becoming a reality when the Securities and Exchange Commission published the proposal for public comment this month.

At the same time, the NASD filed with the SEC a proposal to make all Nasdaq securities eligible for quoting in actual trade sizes of 100 shares each. That, of course, is viewed as a necessary precondition to the merging of SOES and SelectNet functions in the new trading platform.

Currently, 150 Nasdaq stocks are quoted in actual sizes. The NASD believes, however, that for the new platform to be effective, it is unfeasible to continue allowing order-entry firms to quote in trades sizes of 1,000 shares.

At Deadline – The Dowry

There is endless speculation about the benefits of an Amex and Nasdaq marriage. The obvious benefit is that joining the two would provide an electronic order-delivery and execution system for Amex stocks via Nasdaq's trading platform. A merger, in fact, might make some floor brokers obsolete, since only large, hard-to-fill business would require them to traverse the noisy floor.

More significant is the possibility of Amex price quotes becoming a part of the Nasdaq price-quote montage. Nasdaq might then quote the inside market in Amex-listed stocks, posting bids and offers from the specialists and market makers in the same stocks, and the corresponding price quotes on electronic communications networks.

The Amex, of course, is an auction market where groups of stocks have a single specialist charged with maintaining a fair and orderly market. Integrating price quotes could benefit the investing public. "It would open true price-quote competition," said David Whitcomb, finance professor at Rutgers University. "It could ultimately improve and narrow spreads on Amex stocks."

At Deadline – Levitt Renominated

President Clinton plans to nominate Arthur Levitt to a second term as chairman of the Securities and Exchange Commission. Levitt's current five-year term expires in June. A second term would end in June 2003, and serving the full term would make Levitt the longest-sitting chairman in the SEC's 63-year history.

The nomination must be confirmed by the Senate Banking Committee before receiving full approval from the Senate. Levitt, a former chairman of the American Stock Exchange, championed the interests of small investors during his first term, focusing in particular on tougher oversight for the municipal bond market, Nasdaq and brokerage firms.

John S.R. Shad, who headed the SEC from 1981 to 1987, was the only other chairman to be reappointed. He left office before the completion of his second term to become Ambassador to the Netherlands.

Soft-Dollar Group Encourages New Ethics:AIMR Is Ready to Unleash No-Nonsense Blue-Ribbon Task-For

The Association for Investment Management and Research (AIMR) is reviewing members' written responses to a set of soft-dollar standards recently proposed by an AIMR blue-ribbon task force.

As of mid-February, however, only a "handful" of members responded, said Linda Rittenhouse, vice president for advocacy, legislative and regulatory affairs at the AIMR, a Charlottesville, Va.-based trade group representing 60,000 members at buy-side firms using soft dollars.

Still, AIMR's executive board, which created the task force, tentatively plans to present the standards to its board of governors this month. A response period gives members time to comment and suggest changes to the current standards.

Pending approval of the standards which contain both mandatory and voluntary provisions the board will then choose a date to put them into effect and urge members to adopt them.

Ethical Principles

The standards, or ethical principles as the AIMR also called them, include a voluntary statement of compliance for investment managers. The statement would require investment managers to provide their clients with statements vouching that any brokerage arrangements involving clients are consistent with the overall standards.

The task force was created last August, following growing concern over negative public perceptions of soft-dollar practices. The Securities and Exchange Commission conducted its own nationwide sweep last year of firms engaged in soft-dollar practices.

"If we didn't address this, others would have," Rittenhouse told Traders Magazine. "The train was leaving the station without the AIMR on board."

The controversy over soft dollars is rooted in a safe-harbor provision, Section 28(e) of the Securities Exchange Act of 1934, which Congress enacted in 1975.

Section 28(e) was meant to protect investment managers against claims they had breached their fiduciary responsibilities using higher client commissions to acquire investment research.

According to the task force, "a fair amount of legitimate confusion" has been the result. The confusion stems from a considerable expansion in the soft-dollar area, both in actual usage and the types of products and services for which safe-harbor protection is claimed, the task force noted.

Terms of Reference

The blue-ribbon panel had a wide term of reference, probing, for instance, whether soft dollars should actually be eliminated, and if elimination would result in the unbundling of brokerage and research services.

The panel looked at developing uniform definitions, as well as the need for uniform disclosure by an investment manager; the importance of treating proprietary research the same as third-party research; and the need for investment managers and their clients to understand the fiduciary principles in directed brokerage.

The proposed standards define a soft-dollar arrangement as one in which "the investment manager directs transactions to a broker, in exchange for which the broker provides brokerage and research services to the investment manager." Such arrangements include proprietary and third-party research agreements, but exclude client-directed brokerage arrangements.

The work of the blue-ribbon panel was painstaking, of course. Coming up with a practical definition of soft dollars was just one of several challenges.

Despite a tight deadline, the panel made impressive headway, identifying "allowable" research, establishing standards for soft-dollar use, creating "model" disclosure guidelines and providing guidance for client-directed brokerage arrangements.

For example, there are standards relating to relationships with clients. An investment manager would be required to "disclose to the client that it engages in soft-dollar arrangements prior to engaging in such arrangements involving that client's account." The panel recommends that the investment manager "should assure that, over time, all clients receive the benefits of research purchased with client brokerage."

"The AIMR is a very strong voice for industry ethics," Rittenhouse said. "It is incumbent upon us to take the lead in addressing soft dollars. No one has been looking at the issue from the investment-manager's viewpoint."

Cooperation

The task force enlisted the cooperation of the SEC. Douglas Scheidt and Catherine McGuire, chief counsel in the SEC Division of Investment Management, and chief council in the SEC Division of Market Regulation, respectively, participated as observers.

The SEC observers simply acted as "touchstones," according to Rittenhouse. They were consulted, for instance, on whether the panel's work was relevant to the abuses sought in the commission's soft-dollar sweep.

"Other SEC staffers were very helpful, either by raising issues which needed clarification or were overlooked," said Rittenhouse. "But in no way did they try to direct the outcome."

Frustration Mounts on OATS Challenge

Frustration over the momentous task of implementing the National Association of Securities Dealers' Order Audit Trail System (OATS) may be unnerving both regulators and the trading community.

At press time, however, the current stumbling blocks pushing back the phase-in from August to Jan 1., 1999 under NASD prodding, and deciding the technical specifications look set to be surmounted.

"We are expecting a Securities and Exchange Commission approval [deadline] very soon," Mary Shapiro, head of NASD Regulation, told Traders Magazine in mid-February. In addition, NASD Regulation made it clear that technical specifications would be published on its OATS web page.

Bernard L. Madoff, who chairs the Securities Industry Association's OATS Ad Hoc Committee, said that SEC action by month's end was most likely imminent.

Original Deadline

Nevertheless, preparing for OATs has had industry participants hot under the collar. In particular, the original August deadline for phasing-in OATS which still officially stands, unless the SEC approves the NASD-proposed January deadline has upset many traders.

"We were hit between the eyes with deadlines for the order handling rules, and now we have OATS," said one trader, who declined to be named. "I pray that the SEC approves the new OATS timetable."

Meanwhile, a frustrated Stuart Kaswell, general counsel of the SIA, complained at a press briefing that "you cannot spec out a system without specs."

OATS is envisioned as a real-time electronic system designed to gather and report some 25 Nasdaq trade details. At the moment, Nasdaq desks electronically report certain trade information to the NASD within 90 seconds of execution.

Information

While OATS technical specifications are pending, NASD Regulation has not been slow, however, making information available on the regulatory side. According to material published by NASD Regulation, if a firm is acting strictly in the capacity of an investment adviser and not acting as a broker dealer when recovering or handling orders, there is no reporting responsibility. On the other hand, if a firm receives and/or handles orders in Nasdaq securities, it has OATS reporting responsibilities.

Moreover, if a firm has a reporting responsibility, and it has an arrangement with a clearing firm, it is possible that the clearing firm will report order information on its behalf.

However, the agreement to use another firm must be arranged by the firm with reporting responsibility and supported in written form. The firm must also provide its clearing firm with the information required to be reported.

If a firm has a reporting responsibility, the burden is on both the firm and the submitting firm to ensure that timely, accurate and complete order information is reported. It is a shared responsibility. Member firms using non-member entities are responsible for submissions made by the non-member entities. Some member firms will be required to develop a means for electronically capturing and reporting data on specific events in the life cycle of each order.

Member firms must report oral, written or electronic instructions to initiate a transaction in a Nasdaq security, including orders received from another member firm and orders received from another department within the same firm.

In addition, member firms with reporting responsibility must report the routing of orders to another member firm, another department of the same firm or an electronic communications network, and the modification, cancellation and execution of orders.

All orders must be reported to OATS, including open orders, modified orders, partially-executed orders, canceled orders and expired orders. If an order-entry firm has a reporting responsibility, it must report the new order and the execution.

Market makers must report a new order and execution only if the trade is in response to an order submitted by one of the market-maker's customers, another broker dealer or originated from another department within the firm. If the market maker initiates a transaction for its own account against another market maker, it is not required to report the execution.

Real-time reporting is not a requirement. Member firms that have reporting responsibility will be allowed to send order information to NASD Regulation in a batch file. Members may choose to send one file at the end of the day or several files throughout the day.

Software

There are no plans to provide members with software or a workstation to transmit the required data. NASD Regulation plans a series of industry forums pending SEC approval of the new deadline.

Once available, paper copies of the technical specifications can be requested from NASD Regulation's OATS Support Center at (888) 700-OATS or (301) 590-6503, or via e-mail at oatscsc@nasd.com.

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